Director Shareholding

Enterprise Oil PLC
5 February 2002

1. Long Term Incentive Plan Awards under the Restricted Share Scheme ('LTIP')

(a) Vesting of the 1999 Award

Following the completion of the 3 year performance measurement period on 31
December 2001, the 1999 conditional allocation of ordinary shares under the
Company's LTIP vested today at 37.5% of grant to 94 senior executives (including
3 executive directors) totalling 596,329 shares.

We have also today been notified by the trustees of the Enterprise Oil Worldwide
and UK Benefit Trusts of the sale out of, and repurchase into, trust of 363,280
ordinary shares in the capital of the Company following this vesting. All such
shares were sold and repurchased by the trustees on 5 February 2002 at a price
of 607 pence per share. The following directors, I G Craig, Sir Graham Hearne, W
S H Laidlaw, A B Shilston and K P Watts have a technical interest as potential
beneficiaries under the employee benefit trusts.

(b) Grant of the 2002 Award

On 5 February 2002, a conditional allocation of ordinary shares of 25p each in
the capital of the Company was made under the LTIP to 150 Senior Executives,
including the 4 executive directors. These shares are held in trust for three
years and vest upon the achievement of certain performance targets. No
consideration is payable either at allocation or on vesting of all or part of
the shares.

2. Senior Executive Share Option Scheme: W S H Laidlaw

189,675 options over ordinary shares of 25 pence each in the capital of the
company have, today, been granted to Mr W S H Laidlaw at a price of 606.30 pence
per share. These options have been granted pursuant to the provisions of Mr
Laidlaw's service contract under the Enterprise Oil (1995) Unapproved Senior
Executive Share Option Scheme, which require the satisfaction of performance
criteria before the options become capable of exercise. The options are granted
over shares held by the Trustee of the Enterprise Oil Worldwide Employees Share
Trust, registered in the name of Vidacos Nominees Ltd a/c CLRLUX3.

3. Directors' Holdings

The following table shows the shares acquired on 5 February 2002 by the
executive directors for nil consideration under the LTIP; each director will
retain his full entitlement having personally satisfied his income tax
liability. The table also details the 2002 allocations together with the current
cumulative allocations under the LTIP and the executive directors' current
beneficial holdings of shares:

                       Number of Ordinary Shares      Number of Ordinary            Cumulative     Beneficial holding of
                          acquired from the 1999    Shares conditionally           conditional     Ordinary Shares (at 5
                           vesting of LTIP Award allocated on 5 February      allocations held            February 2002)
                                                                    2002            under LTIP
I G Craig                                  8,699                  39,778               127,079                    33,554
W S H Laidlaw                                  -                 101,656               218,540                   200,000
A B Shilston                              15,009                  47,734               156,300                    75,427
K P Watts                                 14,499                  43,314               142,438                    39,369



-Ends-



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